SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Foley John W II

(Last)

(First)

(Middle)

C/O CARLOTZ, INC.

611 BAINBRIDGE STREET, SUITE 100

(Street)

RICHMOND

23224

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CarLotz, Inc. [ LOTZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								7,773	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$0.64							⁽¹⁾	08/31/2022	Class A Common Stock	178,373		178,373	D
Stock Option (right to buy)	$0.92							⁽¹⁾	05/14/2028	Class A Common Stock	613,480		613,480	D
Stock Option (right to buy)	$0.92							⁽¹⁾	11/01/2029	Class A Common Stock	407,710		407,710	D
Stock Option (right to buy)	$11.35							⁽²⁾	01/21/2031	Class A Common Stock	64,109		64,109	D
Restricted Stock Units	⁽³⁾⁽⁴⁾							⁽³⁾	01/21/2026	Class A Common Stock	120,698		120,698	D
Restricted Stock Units	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	33,039		33,039	D
Stock Option (right to buy)	$1.68	03/17/2022		A		257,335		⁽⁶⁾	03/17/2032	Class A Common Stock	257,335	$0	257,335	D
Restricted Stock Units	⁽⁴⁾	03/17/2022		A		178,572		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	178,572	$0	178,572	D

Explanation of Responses:

1. These options are fully vested and exercisable.

2. These options are service options that vest based on the passage of time and the Reporting Person's continued service with the Issuer. 16,027 of these options are currently exercisable and the remaining 48,082 become exercisable in three equal annual installments beginning on January 21, 2023.

3. These restricted stock units will vest if, prior to January 21, 2026, the closing share price of the Class A common stock exceeds the following thresholds. One-half will vest if the closing share price of the Class A common stock exceeds $12.50 for any 20 trading days within any 30 trading day period and one-half will vest if the closing share price of the Class A common stock exceeds $15.00 for any 20 trading days within any 30 trading day period.

4. Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis.

5. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in Class A common stock as follows: one-third of these restricted stock units vest on January 21, 2023, one-third of these restricted stock units vest on January 21, 2024 and one-third of these restricted stock units vest on January 21, 2025, assuming continued employment through the applicable vesting date.

6. The options will vest and become exercisable in three equal annual installments commencing on March 17, 2023, subject to the Reporting Person's continuous service with the Issuer through the relevant vesting dates.

7. The restricted stock units will vest in three equal annual installments commencing on March 17, 2023, subject to the Reporting Person's continuous service with the Issuer through the relevant vesting dates.

	/s/ Rebecca C. Polak as attorney-in-fact for Mr. Foley	03/21/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Foley John W Ii